VERITIV CORPORATION FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 24th, 2015 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), the following number of Restricted Units, on the Grant Date set forth below (the “Restricted Stock Units”). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. Each Restricted Stock Unit represents the contingent right to receive one Share.1
VERITIV CORPORATION FORM OF PERFORMANCE SHARE AWARD AGREEMENT (Adjusted EBITDA Performance Shares)Award Agreement • March 24th, 2015 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Performance Share Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), an Award of the target number of Performance Shares (the “Performance Shares”) set forth below on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. This Award represents the contingent right to receive a number of Shares equal to all, a portion or a multiple (not to exceed 200%) of the target number of Performance Shares, subject to the achievement of the applicable Performance Goals based on Adjusted EBITDA (as defined below) and the other terms and conditions of this Award Agreement and the Plan.1
VERITIV CORPORATION FORM OF DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENTShare Unit Award Agreement • March 24th, 2015 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Director Deferred Share Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), the following number of Deferred Share Units, on the Grant Date set forth below (the “Deferred Share Units”). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. Each Deferred Share Unit represents the right to receive a cash payment equal to the Fair Market Value of one Share.
